UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 8, 1998
(date of earliest event reported)
NATIONAL WESTERN LIFE INSURANCE COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Colorado
(State or Other Jurisdiction of Incorporation)
2-17039 84-0467208
(Commission File Number) (I.R.S. Employer Identification Number)
850 East Anderson Lane, Austin, Texas 78752-1602
(Address of Principal Executive Offices and Zip Code)
(512) 836-1010
(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events
On September 8, 1998, National Western Life Insurance Company ("the
Registrant"), National Annuity Programs, Inc. ("NAP"), and the
policyholder plaintiffs, interveners and class-representatives in the
Diffie, et al. vs. National Western Life Insurance Company and National
Annuity Programs, Inc. class action litigation pending in the District
Court of Travis County, Texas, filed with the Court a joint motion for
preliminary approval of a Settlement Agreement among the parties, and
requested the Court to review the Settlement Agreement and make a
preliminary determination that it is fair, adequate and reasonable to
the members of the proposed classes, and that the proposed classes are
capable of being certified for settlement purposes, to approve the form
of the notices of the settlement to the classes, and to set a class
certification and fairness hearing on the settlement. As previously
reported, Registrant and NAP, its independent marketing general agency,
were sued for alleged violations of Texas statutes and regulations of
the Texas Department of Insurance, alleged negligent misrepresentations,
and other allegations relating to breach of contract, common law fraud,
good faith and fair dealing and conspiracy.
In exchange for a final order and judgment dismissing with prejudice the
claims asserted against the Registrant and NAP by all members of the
settlement classes, Registrant will contribute approximately $5 million
to the proposed settlement and NAP will pay $750,000 to the settlement.
Approximately $3,850,000 will be made available for the members of the
various classes that qualify for payments, and $1,900,000 will be paid
for attorneys' fees and expenses. There is a possibility that
Registrant's total payment to members of the classes could increase, but
it is believed that the amount would not be material. In the
settlement, Registrant guarantees that at least $900,000 will be paid
out to approved claims by members of the classes, and any unclaimed
amounts are to be returned to the Registrant. Additionally, Registrant
has agreed to pay the costs of notice to the class and administration of
the settlement claims process, estimated to be approximately $250,000.
Registrant has also agreed to guarantee minimum interest rates of 3% and
5% in the future on certain settlement options under specified annuity
policies which are the subject matter of the litigation, and to provide
additional incidental settlement benefits, all as detailed in the motion
and Settlement Agreement attached as Exhibit 10(l) hereto. The plaintiffs
estimate that the aggregate value of all of the settlement benefits,
including the $5,750,000 settlement payments and potential future
benefits to be derived by policyholders under certain policy settlement
elections, is approximately $10 million.
On September 9, 1998, the District Court entered an order temporarily
certifying a settlement class, preliminarily approved the Settlement
Agreement between the parties, determined that it is appropriate to send
notice to the proposed class members of the Settlement Agreement,
approved the form and content of the notices to the members of the
class, authorized the Registrant to retain an administrator to supervise
the Settlement Agreement offer to members of the class, set a "fairness
hearing" on the Settlement Agreement for January 20, 1999, and enjoined
other actions.
The Settlement Agreement is subject to Court review and initial approval
as to fairness, certification of appropriate classes, approval of form
of notice to class members, as well as notice to class members, claim
application by class members for payment, and final Court approval of
the settlement.
Although the Registrant and NAP consider this is a fair and equitable
settlement offer, significant uncertainty still exists whether the
Settlement Agreement will be approved by an acceptable number of class
members and by the Court. Additionally, the Registrant may void the
Settlement Agreement should a specified number of class members reject
the proposed settlement. As a result of this considerable uncertainty,
no amounts have been accrued in the Registrant's financial statements
for the potential settlement. Registrant will accrue the appropriate
amount of the settlement offer if and when it is probable that
acceptance of the Settlement Agreement will be achieved. The Registrant
will proceed with notification of class members and preliminary
administration of the claims process during the remainder of 1998. It
is this process which will determine whether ultimate settlement is
achieved. Accordingly, Registrant will accrue approximately $250,000
for the total estimated costs of the notification and administration
process in the quarter ended September 30, 1998.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 10(l) - Joint Motion For Preliminary Approval Of Settlement
Agreement, To Authorize Class Notice, To Enjoin Other Actions And To
Schedule Fairness Hearing
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
National Western Life Insurance Company
(Registrant)
Date: September 28, 1998 By: /S/ Ross R. Moody
Ross R. Moody
President and Chief Operating Officer
EXHIBIT 10(l)
Joint Motion For Preliminary Approval Of
Settlement Agreement, To Authorize Class Notice,
To Enjoin Other Actions And To Schedule Fairness Hearing
No. 96-03745
BILLIE ANNETTE DIFFIE, X IN THE DISTRICT COURT OF
BILLY DAVIS and DONNA X
DAVIS, VIOLET L'HOMMEDIEU, X
JOHNNIE R. KING, DEBORAH C. X
CHAPEL, and JOHN W. CHAPEL X
Individually and on Behalf of X
Other's Similarly Situated, X
X
PLAINTIFFS X
X
AND X TRAVIS COUNTY, TEXAS
X
NORA VINCENT, Individually, X
X
PLAINTIFF X
X
AND X
X
JAMES H. HUGHEY, et al. X
X
INTERVENORS X
X
AND X
X
DIANE CANTELLI, ROD MILLER, X
KEITH WEATHERSBY, AND X
JAMES YAMADA X
X
INTERVENORS X
X
VS. X
X
X
NATIONAL WESTERN LIFE INSURANCE X
COMPANY and NATIONAL ANNUITY X
PROGRAMS, INC. X
X
DEFENDANTS X 53RD JUDICIAL DISTRICT
JOINT MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT AGREEMENT, TO
AUTHORIZE CLASS NOTICE, TO ENJOIN
OTHER ACTIONS AND TO SCHEDULE FAIRNESS HEARING
All Policyholder Plaintiffs and Intervenors ("Plaintiffs"),
National Western Life Insurance Company, ("NWL") and National Annuity
Programs, Inc. ("NAP"), jointly move for preliminary approval of the
Settlement Agreement, for authority to send notice to potential class
members, to enjoin other actions, and to schedule a fairness hearing on
the settlement as follows:
I.
Plaintiffs, NWL and NAP have reached a global settlement of all
matters asserted by the Plaintiffs. Attached is Exhibit 1 as the
executed Settlement Agreement, with all attachments. The proposed
settlement is on a class action basis.
II.
Plaintiffs, NWL and NAP jointly request that the Court do the
following, pursuant to Rule 42, T.R.C.P.:
1. Examine the proposed Settlement Agreement and make a
preliminary determination that the proposed settlement may be
fair, adequate and reasonable to the proposed class members such
that the Court can authorize sending notice and scheduling a
class certification fairness hearing;
2. Examine the evidence submitted with this motion to make a
provisional determination that the proposed classes may be
capable of being certified for settlement purposes , such that
notices can be sent and a class certification and fairness
hearing set;
3. Approve the form of the notice and summary notice and the
procedures to be used for class certification and scheduling the
fairness hearing; and
4. Set a class certification and fairness hearing and time
deadlines for opt outs, objections, and motions and memorandum
in support of this settlement.
The proposed settlement and the evidence in support of a provisional
certification for settlement purposes is discussed below.
A. SETTLEMENT AGREEMENT
III.
Plaintiffs believe that the proposed Settlement Agreement has a total
value of more than 10 million dollars. Experts are currently being
employed to perform a final evaluation. NWL and NAP have agreed they do
not oppose an evaluation in this range.
IV.
The proposed settlement will result in refunds to class members who
suffered out-of-pocket losses, with many of the class members qualifying
for refunds of thousands or tens of thousands of dollars.
V.
The settlement also guarantees the rate of interest NWL will pay
on the annuities in the future.
VI.
A summary of the features of the proposed settlement are:
<TABLE>
<CAPTION>
CLASS MEMBERS RELIEF VALUE
<S> <S> <C>
1. Persons who actually 100% Refund at 3% Interest $1,012,000
received 0% payments on with 6% interest on the time
options 5, 6, & 7. value of the lost money.
2. Claim funds for persons Claim Fund with $2,566,000
who suffered losses from simplified claims
surrendering the annuities process.
or choosing other payout
options as a result of the
0% payments or Guaranteed
Rate Reduction Program.
3. Persons who chose Options Can switch to fixed $350,000
1-4 because of 0% payments. term payouts.
4. Future Payments under NWL will guarantee $1,200,000
Options 5, 6 and 7. 3% on Options 5 and
6 and 5% on Option 7
5. Nora Vincent subclass. General relief, plus $121,000
allowing 3 year
payout under Options
5 & 6 or conversion
to 3 year payout.
6. Extra compensation to $12,000 each to the $272,000
Class Representatives original 21 class
representatives, and
$5,000 each to the 4
new Intervenors
7. All persons subject NWL will stop the $1,100,000
to Guaranteed Rate Guaranteed Rate
Reduction Program. Reduction Program
and will rescind all
the Guaranteed Rate
Reductions done in
the past.
8. Costs of Notice and NWL will pay. $250,000
Administration
9. Raising payments from Already done by NWL $2,100,000
0% to 3% 1997-1998
10. Attorneys fees and expenses Paid by NWL and NAP $1,900,000
Total $10,871,000
Approximately
</TABLE>
VII.
The settlement agreement has many other advantages to the class.
Some of the additional features are:
a. If any of the claim funds are undersubscribed, the unused
money will be allowed to pourover to the other claim funds in
the event they are oversubscribed.
b. Refunds to persons who actually received 0% interest will be
paid at 100% regardless of the ultimate cost. NWL has agreed
to pay the excess of the estimate of $1,012,000 if it is too
low.
c. In the event the claims are much lower than expected, which is
doubtful, NWL has guaranteed to distribute at least $900,000
to class members.
d. The claim funds of $2,566,000, plus the extra compensation of
class representatives, will draw interest at 5% in the event
there is an appeal.
e. The claims process is very simplified. For the persons who
received 0% payments, all they have to do is elect a form of
withholding to receive their money. For persons filing on the
other claim funds, the claim forms do not exceed 6 questions.
The parties have agreed to objective grading criteria to
resolve disputes over grading of claim forms.
VIII.
As with any settlement, there are some limitations on the relief
available to the class. The major limitations under the proposed
settlement are:
a. If there are unused funds after the claims process is
completed, the funds revert to NWL, subject to the $900,000
guaranteed payment.
b. The claim fund of $2,566,000 is capped, so that if claims
exceed this amount they will be reduced proportionally, unless
there is pourover money, and paid. Plaintiffs have employed
experts who have estimated that the $2,566,000 should be
adequate to pay approved claims at or close to 100%.
c. NWL and NAP have the right to withdraw from the settlement if
there are more than 1,000 opt outs.
d. If the team evaluating the claims cannot agree, or if the
policyholder is unhappy with a claim rejection and wants to
appeal, the right to appeal is limited. The right to appeal
is limited to a non-jury hearing before Judge Margaret Cooper
or a Special Master appointed by Judge Cooper, whose
determination shall be binding and non-appealable.
e. While the formulas set up should pay approved claims at 100%
of the out-of-pocket loss, class members would not be able to
recover consequential damages, attorney's fees, or treble or
punitive damages. If an appeal to Judge Cooper of the Special
Master is instigated by Plaintiffs' counsel, then Plaintiffs'
counsel will represent the class member at the hearing at no
charge to the class member. If a class member decides to
appeal after a claim has been unanimously rejected, then the
class member must pay his own attorney.
IX.
As with any settlement of this complexity, this summary is not
exhaustive and the court should refer to Exhibit 1. The parties would
gladly answer any further questions the Court may have.
X.
On attorney's fees and expenses, Plaintiffs' counsel is going to
request recovery of $1,900,000. NWL and NAP have agreed not to oppose
an award up to this amount. Plaintiffs' counsel will have substantial
continued work in the case, including:
a. Preparing motions in support of the settlement and overseeing
the approval of the settlement;
b. monitoring telephone calls to the toll free number to make
sure that policyholders are given accurate information about
the settlement;
c. evaluating claim forms;
d. handling appeals where Plaintiffs' counsel disagrees with the
grading of the claim;
e. overseeing the payment of claims; and
f. preparing and filing a final report with the Court as to the
amount and numbers of claims paid.
As will be shown in the fee application to be filed later,
Plaintiffs' counsel believes the $1,900,000 requests is reasonable, if not
low, given the value of the settlement and the actual time spent on the case
through completion of the settlement.
B. EVIDENCE REGARDING PRELIMINARY CERTIFICATION FOR PURPOSE OF SENDING
NOTICE.
XI.
In support of their request, Plaintiffs, NWL and NAP submit the
following affidavits:
a. Affidavit of Paul Facey, from NWL, attached as Exhibit 2;
b. Affidavit of Noel N. Painovich, from NAP, attached as Exhibit 3;
c. Affidavit of G. Wade Caldwell, attached as Exhibit 4; and
d. Deposition excerpts from Nora Vincent, attached as Exhibit 5.
These affidavits establish that the Court has a basis for making a
preliminary determination that the proposed classes might be certified
as a settlement class. The affidavit of Paul Facey, of NWL, establishes
that all of the proposed class members had identical contract language
and were treated in an identical manner regarding the 0% interest
payment on Options 5, 6 and 7, the Guaranteed Rate Reduction Program,
and the refusal to allow 3 year certain payouts. The affidavit of Noel
N. Painovich, of NAP, establishes that the annuities were marketed in a
uniform manner, using uniform marketing materials and the class members
were not told of the possibility of the Guaranteed Rate Reduction
Program. The Affidavit of Mr. Caldwell, Plaintiffs' counsel,
establishes the size of individual class members claims makes it
unlikely that they would pursue individual lawsuits, and that the class
action mechanism is the most efficient way to resolve this matter, both
for class members and the courts. As this Court is aware, two teacher
organizations, the Texas Classroom Teachers Association and Texas
Federation of Teachers have filed Amicus Briefs also supporting these
arguments for class certification. The deposition of Ms. Vincent
supports creation of the subclass.
XII.
Plaintiffs, NAP and NWL further request that the Court temporarily
enjoin all persons who are members of the Proposed Class from: (1)
filing, commencing, prosecuting, intervening in, or participating in any
lawsuit in any jurisdiction based on or relating to the claims and
causes of action, or the facts and circumstances relating thereto, in this
action and/or the Released Transactions (as that term is defined in the
release unless there is already a pending lawsuit and/or the member excludes
himself as a class member from this suit); and (2) filing, commencing or
prosecuting a lawsuit as a class action (including by seeking to amend
a pending complaint to include class allegations, or seeking class
certification in a pending action), based on or relating to the claims
and causes of action, or the facts and circumstances relating thereto,
in this action and/or the Released Transactions (as defined in the
release). The parties request that this temporary injunction persist
until the date set herein for the hearing on the fairness of the
settlement. Such temporary injunctive relief is required to ensure that
other actions do not deprive this Court of jurisdiction or otherwise
diminish the benefits of the proposed settlement.
XIII.
An Order, approved as to form by all counsel, is submitted in
conjunction with this motion. It is requested that the Court sign the
Order.
THEREFORE, it is requested that:
a. The motion be granted as requested above; and
b. Plaintiffs, NWL and NAP have such other and further relief to
which they may be entitled.
Respectfully submitted,
COUNSEL FOR PLAINTIFFS AND
INTERVENORS
MARTIN, DROUGHT & TORRES, INC.
NationsBank Plaza, 25th Floor
300 Convent Street
San Antonio, Texas 78205
Telephone: (210) 227-7591
Telecopier: (210) 227-7924
By: /S/ G. Wade Caldwell by Mark L. Kincaid
G. Wade Caldwell
State Bar No. 03621020
CO-COUNSEL FOR PLAINTIFFS AND
INTERVENORS
KINCAID & HORTON
100 Congress Avenue, Suite 2100
Austin, Texas 78701
Telephone: (512) 499-0999
Telecopier: (512) 499-0816
By: /S/ Mark L. Kincaid
Mark L. Kincaid
State Bar No. 11431300
COUNSEL FOR DEFENDANT NATIONAL
ANNUITY PROGRAMS, INC.
HERRING & IRWIN, L.L.P.
806 West Avenue
Austin, Texas 78701
Telephone: (512) 320-0665
Telecopier: (512) 320-0931
By: /S/ Charles Herring, Jr.
Charles Herring, Jr.
State Bar No. 09534100
COUNSEL FOR DEFENDANT NATIONAL
WESTERN LIFE
GEORGE, DONALDSON & FORD, L.L.P.
1100 Norwood Tower
114 West Seventh Street
Austin, Texas 78701
Telephone: (512) 495-1400
Telecopier: (512) 499-0094
By: /S/ R. James George, Jr.
R. James George, Jr.
State Bar No. 0781000
J. Roger Williams, Jr.
State Bar No. 21555650
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the above Joint
Motion for Preliminary Approval of Settlement Agreement, to Authorize
Class Notice and For Scheduling a Fairness Hearing has been sent to
counsel of record on September 24, 1998, by the means described below:
Charles Herring, Jr. via Hand Delivery
Law Offices of Charles Herring, Jr.
& Associates
1002 West Avenue, Suite 200
Austin, Texas 78701
Mark L. Kincaid via Hand Delivery
Law Office of Mark L. Kincaid
100 Congress Ave., Suite 2100
Austin, Texas 78701
R. James George, Jr. via Hand Delivery
J. Roger Williams, Jr.
George, Donaldson & Ford, L.L.P.
1100 Norwood Tower
114th West 7th Street
Austin, Texas 78701
Ms. Nora Vincent via First Class Mail
1825 Green Ridge
Carrollton TX 75007
/S/ J. Roger Williams, Jr.
J. Roger Williams, Jr.
EXHIBIT 1
No. 96-03745
BILLIE ANNETTE DIFFIE, X IN THE DISTRICT COURT OF
BILLY DAVIS and DONNA X
DAVIS, VIOLET L'HOMMEDIEU, X
JOHNNIE R. KING, DEBORAH C. X
CHAPEL, and JOHN W. CHAPEL X
Individually and on Behalf of X
Other's Similarly Situated, X
X
PLAINTIFFS X
X
AND X TRAVIS COUNTY, TEXAS
X
NORA VINCENT, Individually, X
X
PLAINTIFF X
X
AND X
X
JAMES H. HUGHEY, et al. X
X
INTERVENORS X
X
AND X
X
DIANE CANTELLI, ROD MILLER, X
KEITH WEATHERSBY, AND X
JAMES YAMADA X
X
INTERVENORS X
X
VS. X
X
X
NATIONAL WESTERN LIFE INSURANCE X
COMPANY and NATIONAL ANNUITY X
PROGRAMS, INC. X
X
DEFENDANTS X 353RD JUDICIAL DISTRICT
SETTLEMENT AGREEMENT
This Settlement Agreement (hereinafter, "Agreement") is entered
into between National Western Life Insurance Company ("NWL" or "National
Western"), National Annuity Programs, Inc. ("NAP"), and the undersigned
policyholder plaintiffs, intervenors, and class-representatives
("Plaintiffs"), by and through the Plaintiffs', counsel of record, G.
Wade Caldwell, Martin, Drought & Torres, Inc. and Mark L. Kincaid,
Kincaid & Horton (hereinafter, collectively, "Plaintiffs' Counsel"):
1. WHEREAS, NWL is a Colorado corporation with its principal
place of business in Austin, Texas engaged in the business of selling
life insurance and annuity products; and
2. WHEREAS, NAP is a Texas corporation that engaged in the
business of marketing annuities for NWL for a period of time; and
3. WHEREAS, the Plaintiffs purport to represent certain classes
and subclasses as set forth in their most recent petition and pleas in
intervention; and
4. WHEREAS, Plaintiffs' Counsel are the attorneys of record for
the Plaintiffs in Diffie, et al. v. National Western Life Insurance
Company, et al., No. 96-03745, 53rd District Court, Travis County, Texas
(hereinafter, the "Lawsuit"), which was filed as a class action on
behalf of all persons who purchased the annuities listed below in
paragraph 16 and which implicates state and federal laws, including but
not limited to the Employee Retirement Income Security Act of 1974, as
amended; and
5. WHEREAS, NWL and NAP deny the material allegations in the
original and amended petitions and pleas in intervention in the Lawsuit,
and deny any wrongdoing of any kind; and
6. WHEREAS, NWL, NAP and the Plaintiffs agree to the
certification of a class or classes as defined in paragraph 16 for
settlement purposes only, with such class being referred to hereinafter
as the "Settlement Class"; and
7. WHEREAS, the parties have conducted extensive discovery and
independent investigations of the facts and analyses of the legal issues
and recognize the uncertainties of the outcome of the Lawsuit and the
likelihood that any final result would require years of further complex
litigation and substantial expense; and
8. WHEREAS, Plaintiffs' Counsel believe that settlement at this
time as provided in this Agreement will be in the best interests of the
Settlement Class in light of the costs, risks and delay of continued
litigation; and
9. WHEREAS, NWL, NAP, Plaintiffs and Plaintiffs' Counsel agree
that the settlement provided in this Agreement, and the settlement
provided in the agreement between Plaintiffs and NAP, filed with the
Court on or about August 27, 1997 ("NAP Settlement Agreement") is a
fair, reasonable and adequate resolution of the dispute between NWL and
Plaintiffs and between NAP and Plaintiffs; and
10. WHEREAS, NWL, NAP, and Plaintiffs desire to compromise and
settle all issues and claims which have been brought, or which could
have been brought, in the Lawsuit against NWL and NAP by or on behalf of
the Plaintiffs; and
11. WHEREAS, members of the Settlement Class who elect to be
excluded from the Settlement Class as provided in this Agreement and by
order of the Court will not be prejudiced in their rights to pursue any
such claims through litigation, mediation or arbitration; and
12. WHEREAS, NWL, NAP and the Plaintiffs desire and intend to seek
Court approval of the settlement of the Lawsuit as set forth in this
Agreement, and, upon approval of the settlement, NWL, NAP and the
Plaintiffs intend also to seek a final order and judgment from the Court
dismissing the claims of all members of the Settlement Class with
prejudice;
13. NOW, THEREFORE, IT IS AGREED that in consideration of
a. the promises and mutual covenants set forth in this
Agreement, and
b. the entry by the Court of:
(i) a final order and judgment dismissing with
prejudice the claims asserted against NWL and NAP
in this Lawsuit by all members of the Settlement
Class and an order approving the terms and
conditions of this settlement as set forth in this
Agreement, as required by the Texas Rules of Civil
Procedure, and
(ii) an order that any persons who timely elect to be
excluded from the Settlement Class as provided in
this Agreement, and ordered by the Court, will be
excluded,
the Lawsuit between NWL, NAP and the Plaintiffs shall be settled and
compromised under the terms and conditions set forth below.
14. In exchange for the promises and covenants set forth herein,
NWL agrees to perform the obligations set forth in the Terms of
Settlement described in Exhibit "A" attached hereto.
15. NWL, NAP, and the Plaintiffs agree, solely for the purposes
of this settlement and its implementation, that the Lawsuit shall
proceed as a class action with respect to NWL and NAP as alleged in
Plaintiffs' most recent petition. In the event the Settlement Class is
not certified as requested by Plaintiffs, NAP and NWL, any statement
made during certification by NWL or NAP shall not constitute in this or
any other proceeding an admission by NWL or NAP or a finding or evidence
that any requirement for class certification is otherwise satisfied
against NWL or NAP.
16. The "Settlement Class" shall consist of the following:
a. All purchasers, who were residents of the United States
at the time of purchase, of National Western annuity
Forms Nos. 01-1076, 01-1082, 01-2205, 01-2205A, 01-2206,
01-2206C, 01-2301 and 01-2301A from January 1, 1987 to
present who have not yet annuitized or who (a)
surrendered or (b) annuitized and selected settlement
options 1-11 on or after September 1, 1992 (the "0%
Interest Class");
b. All purchasers, who were residents of the United States
at the time of purchase, of National Western annuity
Forms Nos. 01-1057, 01-1059, 01-1061, 01-1061A, 01-1061C,
01-1061D, 01-1061 Rev. 6/86, 01-1063, 01-1063A,
01-1063 Rev. 1/85, 01-1063D, 01-1063 Rev. 6/86, 01-1063A
Rev. 9/86 and 01-1065 who have not yet annuitized or who
surrendered their annuity policies after October 1, 1993
(the "Guaranteed Rate Reduction Class"); and
c. All persons who purchased National Western annuities
Forms Nos. 01-1057, 01-1059, 01-1061, 01-1061A, 01-1061C,
01-1061D, 01-1061 Rev. 6/86, 01-1063, 01-1063A,
01-1063 Rev. 1/85, 01-1063D, 01-1063 Rev. 6/86, 01-1063A
Rev. 9/86, 01-1065, 01-1076, 01-1082, 01-2205, 01-2205A,
01-2206, 01-2206C, 01-2301 and 01-2301A from Nora
Vincent.
Persons who agreed to release or waive claims against NWL concerning one
of the annuity policies listed in Paragraph 16(a) and 16(b), while
represented by counsel, will not be members of, and will be excluded
from, any class defined herein. The term "surrendered" shall include
moving the annuity funds to another company in a lump sum or receiving
funds in a lump sum, or otherwise not receiving the Account Balance.
This does not include policyholders who received a lesser amount due to
any or all of the following: loans, partial withdrawals, death claims,
election of the commuted value of a series of payments, or any tax or
penalty imposed by any state or federal entity. The Settlement Class
includes plan trustees to the extent they are the appropriate person to
receive notice.
17. NWL, NAP, and Plaintiffs' Counsel shall present this Agreement
to the Court as soon as practicable, along with a Joint Motion for
Preliminary Approval of Settlement Agreement, to Authorize Class Notice,
to Enjoin Other Actions and to Schedule Fairness Hearing, in the form
attached hereto as Exhibit "B", and shall take all appropriate steps to
obtain an order in the form attached as Exhibit "C", (a) provisionally
certifying the Settlement Class as provided for in this agreement for
the purposes of provisionally approving the settlement agreements
between NAP, NWL and the plaintiffs, (b) allowing notice to be
disseminated to members of the Settlement Class, (c) approving notice
by mail and publication in the forms attached hereto as Exhibits "D" and
"E", and (d) scheduling a hearing on the fairness of the proposed
settlement.
18. Administration of the notice and claims process shall be
governed by the Agreement Regarding Administration Of Class Settlement
attached hereto as Exhibit "F".
19. The notice described in paragraph 17 shall advise the
policyholders:
a. they are members of the Settlement Class;
b. that members of the Settlement Class will be bound by
the judgment in this Lawsuit unless they mail a written
election to be excluded from the Settlement Class
postmarked no later than fourteen days before the final
approval hearing;
c. that each member of the Settlement Class who does not
file a written election to be excluded from the
Settlement Class will be eligible for relief under this
agreement provided that they satisfy the other criteria
for claims;
d. that those persons wishing to file objections to the
proposed settlement must do so no later than fourteen
days before the final approval hearing;
e. of the date, place and time set for a final hearing on
the proposed settlement; and
f. of the amount of expenses and attorney's fees proposed to
be paid to Plaintiffs' Counsel.
20. Subject to Court approval, any potential Settlement Class
member who intends to request exclusion from the Settlement Class or to
object to the fairness of this Agreement must mail any such request for
exclusion or objection to this Agreement in writing to the address set
forth in Exhibit D, postmarked no later than fourteen (14) days before
the final approval hearing. Each person requesting exclusion and each
objector to this Agreement must set forth his or her full name and
current address, and must provide the policy number for his or her
policy. Objectors to this Agreement must state in writing all
objections and the reasons therefor, and, if applicable, the objector's
statement of intent to appear at the fairness hearing. Any Settlement
Class member who does not file timely written objections to this
Agreement and notice of his or her intent to appear at the fairness
hearing pursuant to this paragraph and this notice shall, unless good
cause is shown, not be permitted to object to this Agreement at the
fairness hearing, and shall be foreclosed from seeking review of this
settlement by appeal or otherwise.
21. As part of the final approval by the Court of this Agreement
and settlement contemplated hereby, NWL, NAP and the Settlement Class
shall seek entry of a Final Judgment in the form attached hereto as
Exhibit "G," dismissing with prejudice and without further costs this
Lawsuit against NAP and NWL and any and all claims the Settlement Class
members alleged or could have alleged against NAP and/or NWL in any way
relating to the annuities listed in paragraph 16.
22. After the Court signs the Final Judgment provided for in
paragraph 21 of this Agreement, no default by any person, other than
NAP, NWL or the administrator, in the performance of any covenant or
obligation under this Agreement or any order or judgment entered in
connection therewith shall affect the dismissal of the Lawsuit, the
discharge of NAP and/or NWL, or any other provision of paragraph 21.
23. If (a) the preliminary or final approval of this Agreement and
the settlement described herein is not obtained or is reversed on
appeal, or (b) the effective date of settlement, as defined in paragraph
37, does not occur for any reason, or (c) entry of the order or Final
Judgment described in paragraphs 17 or 21 is finally reversed, or (d)
the judgment is modified by the Court or on appeal, and NWL or NAP so
elects, or (e) NWL or NAP elect to void the settlement, as provided in
paragraph 25, this Agreement shall be null and void, shall have no
further force and effect with respect to any party in the Lawsuit, and
shall not be offered in evidence or used in the Lawsuit for any purpose,
including the existence, certification or maintenance of any purported
class. In such event, this Agreement and all negotiations, proceedings,
documents prepared, and statements made in connection herewith shall be
without prejudice to NAP, NWL and/or the Plaintiffs, shall not be
construed to be an admission or confession by any party of any fact,
matter, or proposition of law, and shall not be used in any manner for
any purpose, and NAP, NWL and the Plaintiffs shall stand in the same
position as if this Agreement had not been negotiated, made or filed
with the Court. In such event, NAP, NWL and Plaintiffs further agree to
move jointly for the Court to vacate any and all orders issued by the
Court pursuant to the provisions of this Agreement. Plaintiffs,
however, expressly reserve the right to seek certification of the class
as stated in Plaintiffs' Motion for Class Certification and any
amendments thereto.
24. Plaintiffs' Counsel, NWL, and NAP shall use their best efforts
to obtain provisional certification of the Settlement Class and court
authorization to disseminate notice of this Agreement as soon as
practicable after the date of execution of this Agreement, or as soon
thereafter as the Court's schedule permits. Plaintiffs' Counsel, NWL,
and NAP shall use their best efforts to seek a hearing to obtain final
approval of the settlement, to be held not less than sixty (60) days
following initial publication and mailing of the notices in the form of
Exhibits "D" and "E".
25. If more than 1,000 of the potential Settlement Class members
elect to be excluded from the Settlement Class and/or object to the
settlement, NWL and NAP reserve the right to withdraw from the
settlement, upon written notice to Plaintiffs' Counsel, within seven (7)
days after notification of the number of opt outs and objections.
26. NWL and NAP agree to jointly seek certification of a
Settlement Class for the approval of this settlement, but reserve the
right to advise the court regarding their position regarding
certification of a class action for any other purpose.
27. This settlement agreement is contingent upon the court's
approval of the Settlement Agreement between Plaintiffs and NAP. By
signing this Agreement, Plaintiffs and NAP agree as follows:
a. In accordance with paragraph 2.c of Exhibit A of the said
Settlement Agreement between Plaintiffs and NAP, $353,000 of
the "settlement fund" shall be paid by NAP through NWL in
order to make the distribution more cost effective. NWL
agrees that it will fund such sum to the Zero Percent
Interest Fund and Guaranteed Rate Reduction Fund of Exhibit
"A";
b. A combined notice of both the NAP and NWL settlements shall be
sent to class members in the forms shown on the attached
Exhibit "D" and "E";
c. The persons who will be considered the "Settlement Class" will
be as defined in this Agreement; and
d. The remaining terms of the Settlement Agreement between
Plaintiffs and NAP, including the payments of $397,000 to
class representatives and attorneys fees, are not modified
hereby; and
e. NWL agrees that the fact of the payment by NAP to NWL under
this paragraph 27 will not be offered in litigation between
NAP and NWL as evidence that NAP committed or participated in
the commission of any act alleged by Plaintiffs herein.
28. Plaintiffs NAP and NWL shall bear their own court costs
incurred in the Lawsuit subject to paragraph 29.
29. NAP and NWL reserve all rights of whatever kind, including but
not limited to past, present and future rights of set off and/or
indemnification, against each other and/or against Nora Vincent; except
NWL and NAP agree to release any claims against Nora Vincent if she
provides a mutual release and dismissal with prejudice of the claims
brought against NWL and NAP, and any and all claims that could have been
brought by her against NWL and NAP.
30. NAP, NWL, and the Plaintiffs agree to seek Court approval of
this Agreement and to use their best efforts to effect the consummation
and implementation of the settlement contemplated hereunder.
31. Upon the effective date of settlement, NWL, NAP and its
present or former officers, directors, employees, agents, heirs,
executors, administrators, successors, reorganized successors, assigns,
subsidiaries, affiliates, parents, divisions and predecessors, shall
forever be released and discharged from any and all claims, whether
legal or equitable in nature, that were brought in the Lawsuit by any
Settlement Class member or that could have been brought by any
Settlement Class member according to the Release and Waiver attached as
Exhibit "H", arising from the marketing and sales of the NWL annuities
set forth in paragraph 16.
32. The class action shall be administered according to the terms
of the Agreement Regarding Administration of Class Action Settlement,
attached hereto as Exhibit F, incorporated here by reference. The
plaintiffs, NWL and NAP agree to use their best efforts to ensure that
the Court issue an order and Final Judgment reflecting the terms of this
Agreement in the forms attached as Exhibits "C" and "G ".
33. This Agreement and its attachments shall constitute the entire
agreement of the parties and shall not be subject to any change,
modification, amendment, or addition without the express written consent
of counsel on behalf of all parties to this Agreement.
34. This Agreement shall be binding upon and inure to the benefit
of the parties hereof and their representatives, heirs, successors and
assigns.
35. If any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision if NAP, NWL, and
Plaintiffs' Counsel mutually elect to proceed as if such invalid,
illegal or unenforceable provision had never been included in this
Agreement.
36. The Court shall retain continuing and exclusive jurisdiction
over the parties to this Agreement, including all members of the
Settlement Class, and over the administration and enforcement of the
settlement and the benefits to the Settlement Class hereunder. Any
disputes or controversies arising with respect to the interpretation,
enforcement or implementation of the settlement must be made by motion
to the Court.
37. The effective date of this Agreement shall be the latest date
on which it is signed by any of the parties hereto. The effective date
of the settlement will be the date the final judgment is final and no
longer appealable.
38. This Agreement may be executed in counterpart by the parties
hereto, and a facsimile signature shall be deemed an original signature
for purposes of this Agreement.
39. This Agreement shall be construed under and governed by the
laws of the State of Texas, with venue in Travis County, Texas.
40. Whenever in this agreement, or all documents associated
therewith, the term "day" is used, it refers to a calendar day.
NATIONAL WESTERN LIFE INSURANCE COMPANY
By: /S/ Ross R. Moody
Its: President
Date: 8-19-98
NATIONAL ANNUITY PROGRAMS, INC.
By: /S/ Robert Myer
Its: President
Date: 8-21-98
PLAINTIFFS' COUNSEL
MARTIN, DROUGHT & TORRES, INC.
NationsBank Plaza, 25th Floor
300 Convent Street
San Antonio, Texas 78205
Telephone: (210) 227-7591
Telecopier: (210) 227-7924
By: /S/ G. Wade Caldwell 9-4-98
G. Wade Caldwell
State Bar No. 03621020
KINCAID & HORTON
100 Congress Avenue, Suite 2100
Austin, Texas 78701
Telephone: (512) 499-0999
Telecopier: (512) 499-0816
By: /S/ Mark L. Kincaid
Mark L. Kincaid
State Bar No. 11431300
Date: 9-8-98
/S/ Billie Annette Diffie
Billie Annette Diffie
Date: 8-27-98
/S/ Billy Davis
Billy Davis
Date: 8-26-98
/S/ Donna Davis
Donna Davis
Date: 8-26-98
Violet L'Hommedieu
Date:
/S/ Johnnie R. King
Johnnie R. King
Date: 8-28-98
/S/ Deborah C. Chapel
Deborah C. Chapel
Date: 8-30-98
/S/ John W. Chapel
John W. Chapel
Date: 8-30-98
/S/ James H. Hughey
James H. Hughey
Date: 8-28-98
/S/ Frances L. Munson
Frances Munson
Date: 8-26-98
/S/ Jane Keas
Jane Keas
Date: 8-28-98
/S/ Darrell Chambers
Darrell Chambers
Date: 8-28-98
/S/ Wanda Dyess
Wanda Dyess
Date: 8-26-98
/S/ Deborah Paschal
Deborah Paschal
Date: 9-3-98
/S/ Verna J. Evans
Verna J. Evans
Date: 8-27-98
/S/ Orville E. Elliott
Orville E. Elliott
Date: 8-26-98
/S/ Gloria F. Ligon
Gloria F. Ligon
Date: 8-28-98
/S/ Martha J. Bellomy
Martha J. Bellomy
Date: 8-27-98
/S/ Billie D. Mcada
Billie D. Mcada
Date: 8-27-98
/S/ Emma F. Schultz
Emma F. Schultz
Date: 8-26-98
/S/ Katina Xeros
Katina Xeros
Date: 8-26-98
/S/ Chris Xeros
Chris Xeros
Date: 8-26-98
Diane Cantelli:
Date:
/S/ Rod Miller
Rod Miller
Date: 8-27-98
/S/ Keith Weathersby
Keith Weathersby
Date: 8-25-98
/S/ James Yamada
James Yamada
Date: 8-25-98
EXHIBIT "A"
TERMS OF SETTLEMENT
In settlement of all claims against NWL in the Lawsuit, including
all costs and attorney's fees, NWL agrees to pay to Plaintiffs, the
class members, and their counsel the amounts described below
(collectively, the "Settlement Fund"), and to perform the other acts
described below. Plaintiffs shall look solely to the Settlement Fund
for settlement and satisfaction of all claims against NWL in the
Lawsuit.
1. Within three days after the Court provides preliminary approval of
this Agreement and provisionally certifies a class for purposes of
settlement, NWL shall advance to the administrator named in Exhibit
"F" the following:
a. The funds required by the administrator for set up, expenses
and preparation of mailing of notices and claim forms;
b. The information required by the administrator as outlined on
Exhibit "F." NWL is responsible for all costs of notices and
administration of the settlement.
2. Within ten days after the Final Judgment approving the class
settlement and dismissing the plaintiffs' class action against NAP
and NWL with prejudice becomes final and non-appealable, NWL shall
fund the Settlement Fund as follows:
a. Excluding the amounts paid by NAP, $5,000 apiece, to each of
the 25 named class representative plaintiffs for a total of
$125,000 from NWL and NWL agrees not to oppose the extra
compensation;
b. A fund of $1,012,000, to be used to compensate those persons
who selected options 5, 6, or 7 on their 01-1076, 01-1082, 01-2205,
01-2205A, 01-2206, 01-2206C, 01-2301 and 01-2301A
annuities between 8/92 and 12/96 and received less than three
percent interest (the "Underpayment Fund"). The amount shall
be paid to all the people who file a claim in the form
attached as Exhibit 1 and meet the criteria of Exhibit 2, it
being the representation and agreement of NWL that all such
persons will receive a 100% refund of under payments with
interest as described in this paragraph. NWL has paid 3
percent interest on these plans since December of 1996. The
total amount of each person's claim shall be a total of the
difference between the payments received by these
policyholders at 0 percent and the same payments projected by
National Western at 3 percent. All under payments shall be
brought forward at 6 percent interest from the date of
underpayment until the day on which the claim is paid. If
the total amount of valid claims exceeds $1,012,000, NWL will
pay the excess. If the total amount of valid claims are less
than $1,012,000, the balance will be handled as in paragraph 3
herein.
c. Including the $353,000 from NAP, a total of $2,566,000 to fund
two settlement funds: the "Zero Percent Interest Fund" and the
"Guaranteed Rate Reduction Fund."
i. Zero Percent Interest Fund
(a) Amount allocated to fund: $2,266,000.
(b) Class members eligible to make claims on the Zero
Percent Interest Fund: all NWL policyholders who owned a
01-1076, 01-1082, 01-2205, 01-2205A, 01-2206, 01-2206C,
01-2301 or a 01-2301A policy, and (i) annuitized under
options 1, 2, 3 and 4, after August 1, 1992, or (ii)
"surrendered", as defined in this Agreement, after August
1, 1992. Claims will be paid only for those class
members who submit a claim form in the forms attached
hereto as Exhibit 3 that meet the criteria set forth on
Exhibit 4, attached hereto. Class members who selected
a LERO will remain eligible to select any of the
settlement options, subject to the terms of this
settlement agreement.
(c) Amount per claim:
(I) for those policyholders who chose options 1, 2,
3 and 4 and meet the criteria of Exhibit 4, NWL offers
to switch these policyholders from lifetime payments
to fixed period payouts. To do this, the amount of
the claim will be the difference between the monthly
or yearly sums thus far received by the policyholder
and the sums that would have been received by the
policyholder had they chosen option 5 or 6 and
received 3 percent interest. These sums will be
accumulated forward to the date of settlement at 6
percent interest compounded annually. Furthermore,
NWL will continue to pay the modal payments due under
a fixed period payout at 3 percent interest until five
(or seven, depending on the terms of the policy) years
from the original annuity date of the policyholders.
If the policyholder originally selected a lifetime
payout with monthly payments, NWL will continue to pay
monthly payments for five (or seven, depending on the
terms of the policy) years from the date on which the
policyholder originally selected a lifetime payout.
If the policyholder originally selected a lifetime
payout with yearly payments, NWL will continue to pay
yearly payments for five (or seven, depending on the
terms of the policy) years from the date on which the
policyholder originally selected a lifetime payout.
(II). For those policyholders who "surrendered"
and meet the criteria of Exhibit 4, the amount of the
claim will be the difference between the cash value
received by the policyholder and the present value as
of the surrender date of a 5 (or 7, depending on the
terms of the policy) year payout of the Account
Balance at 3 percent interest using a 6 percent
discount rate, accumulated at 6 percent compounded
annually to the effective date of settlement.
ii. Guaranteed Rate Reduction Fund
(a) Amount allocated to fund: $300,000.
(b) Class members eligible to make claims against the
Guaranteed Rate Reduction Fund are all persons that
owned NWL annuity policies 01-1057, 01-1059, 01-1061,
01-1061A, 01-1061C, 01-1061D, 01-1061 Rev. 6/86, 01-1063,
01-1063A, 01-1063 Rev. 1/85, 01-1063D, 01-1063
Rev. 6/86, 01-1063A Rev. 9/86 or 01-1065 policy that
"surrendered", as defined in the Settlement Agreement,
after October 1, 1993. Claims will be paid only for
those class members who submit a claim form, in the
forms attached hereto as Exhibits 5, which meets the
criteria set forth on Exhibit 6, attached hereto.
(c) Amount per claim: For those policyholders who
meet the criteria of Exhibit 6, the amount of the
claim will be the difference between the cash value
received by the policyholders and the present value as
of the surrender date of a 3 (or 5 depending on the
terms of the policy) year payout of the Account
Balance at the guaranteed interest rate using a 6
percent discount rate, accumulated at 6 percent
compounded annually to the effective date of
settlement.
3. COMMON FEATURES
a. Capped Funds: If the total amount of approved claims under
the Zero Interest Fund and Guaranteed Rate Reduction Fund
exceed $2,566,000, NWL will have no obligation to contribute
further, and the claims will be reduced and paid
proportionally.
b. Guaranteed Amount: NWL agrees to distribute at least $900,000
to approved claims. If there are less than $900,000 in
approved claims, NWL will increase the payment on each
approved claim proportionally until $900,000 is paid out.
c. Pourover: Subject to the $900,000 guaranteed payment, if the
amount of approved claims on the Underpayment Fund, Zero
Percent Interest Fund, or Guaranteed Rate Reduction Fund is
less than the allotted amount, and the amount of claims in the
other funds exceeds the allotted amount, the remaining balance
of the undersubscribed funds will be available to satisfy
claims against the oversubscribed Zero Percent Interest Fund
and/or Guaranteed Rate Reduction Fund. If both the Zero
Percent Interest Fund and Guaranteed Rate Reduction Funds are
oversubscribed, then the excess funds from the undersubscribed
Underpayment Fund, will be applied proportionately to the
other two funds. NWL has no obligation under this pourover
provision to exceed the Capped Funds amount of $2,566,000.
d. If there are unused funds after application of the Pourover
provision, NWL shall be allowed to recover its out-of-pocket
costs of notice and administration.
e. If there are still unused funds after application of the
Pourover provision, recovery of the out of pocket cost of
notice and administration, and payment of at least $900,000
for approved claims, then all remaining amounts in the fund
shall revert to NWL. NAP shall not be refunded any amounts.
4. In the event of an appeal, the Capped Funds amounts of $2,566,000
and class representation extra compensation shall be increased at
5% per annum. Funds will be distributed in the manner provided in
the Agreement Regarding Administration of the Class Settlement,
Exhibit "F".
5. Exceptions: The parties to this Agreement believe that only the
forms listed in the Zero Percent Interest Fund were subject to the
0% or 1% payment program and that only the forms listed in the
Guaranteed Rate Reduction Fund were subject to the guaranteed rate
reduction program. However, if it is discovered during the claims
process that Persons who owned a 1076, 1082, 2205, 2205A, 2206,
2206C, 2301 or 2301A policy were subject to the guaranteed rate
reduction program on their 1076, 1082, 2205, 2205A, 2206, 2206C,
2301 policy then those policies shall be eligible to make claims
under the Guaranteed Rate Reduction Fund, subject to the criteria
of Exhibit 6. If it is discovered during the claims process that
persons who owned a 1057, 1059, 1061, 1061A, 1061C, 1061D, 1061
Rev. 6/86, 1063, 1063A, 1063 Rev. 1/85, 1063D, 1063 Rev. 6/86,
1063A Rev. 9/86 or 1065 policy were subject to the 0% interest
program on their 1057, 1059, 1061, 1061A, 1061C, 1061D, 1061 Rev.
6/86, 1063, 1063A, 1063 Rev. 1/85, 1063D, 1063 Rev. 6/86, 1063A
Rev. 9/86 or 1065 policy then those policies shall be eligible to
make claims under the Zero Percent Interest Fund, subject to the
criteria of Exhibit 4.
6. NWL promises as follows:
a. Retroactive to December 1, 1996, NWL promises to pay in the
future no less than 3 percent interest to all persons who
annuitize after August 1, 1992 and who select options 5 and 6
on policy numbers 01-1076, 01-1082, 01-2205, 01-2205A, 01-2206,
01-2206C, 01-2301 and 01-2301A.
b. NWL promises to pay no less than 5 percent to all persons who
annuitize after the effective date of the settlement, and who
select option 7 for no less than or no greater than seven
years on policy numbers 01-1076, 01-1082, 01-2205, 01-2205A,
01-2206, 01-2206C, 01-2301 and 01-2301A.
c NWL will immediately terminate the practice of requiring
policyholders to agree to a lower guaranteed rate on the 01-1057,
01-1059, 01-1061, 01-1061A, 01-1061C, 01-1061D, 01-1061
Rev. 6/86, 01-1063, 01-1063A, 01-1063 Rev. 1/85, 01-1063D, 01-1063
Rev. 6/86, 01-1063A Rev. 9/86 and 01-1065 policies in
exchange for agreeing to extend the annuity dates, and will
void all such agreements made in the past.
d. NWL will permit all policy holders who purchased a policy from
Nora Vincent and who have not yet annuitized, or who have more
than three years remaining on their payout, to select options
5 or 6 under those policies for a term of not less than 3
years.
7. Except as provided herein, NWL shall have no further obligation to
pay any monies in connection with this settlement.
8. NWL will supply to Plaintiffs' counsel all information necessary to
arrive at a value of the settlement, which Plaintiffs' counsel
currently estimates to be approximately $10 million dollars. The
value of the settlement will be stated in the notice to the
Settlement Class. NWL and NAP agree not to oppose a stated value
in this range.
9. Excluding the amounts paid by NAP, attorney's fees and expenses as
approved by the Court, in an amount not to exceed $1,650,000, will
be paid by NWL 7 days after the Court approves the settlement. NWL
and NAP agree not to oppose an application for fees and expenses up
to this amount. Plaintiffs' counsel will hold the attorney's fees
in an interest bearing account until the Final Judgment is final
and no longer appealable. If the attorney's fees are reduced on
appeal, then Plaintiffs' counsel will return the amount of
reduction, with interest, to NWL. If the settlement is reversed or
vacated on appeal, the attorney's fees and accrued interest will be
returned to NWL.
NATIONAL WESTERN LIFE INSURANCE
COMPANY, INC.
By: /S/ Ross R. Moody
Its: President
Date: 8-19-98
PLAINTIFFS' COUNSEL
MARTIN, DROUGHT & TORRES, INC.
NationsBank Plaza, 25th Floor
300 Convent Street
San Antonio, Texas 78205
Telephone: (210) 227-7591
Telecopier: (210) 227-7924
By: /S/ G. Wade Caldwell 9-4-98
G. Wade Caldwell
State Bar No. 03621020
KINCAID & HORTON
100 Congress Avenue, Suite 2100
Austin, Texas 78701
Telephone: (512) 499-0999
Telecopier: (512) 499-0816
By: /S/ Mark L. Kincaid
Mark L. Kincaid
State Bar No. 11431300
Date: 9-8-98
/S/ Billie Annette Diffie
Billie Annette Diffie
Date: 8-27-98
/S/ Billy Davis
Billy Davis
Date: 8-26-98
/S/ Donna Davis
Donna Davis
Date: 8-26-98
Violet L'Hommedieu
Date:
/S/ Johnnie R. King
Johnnie R. King
Date: 8-28-98
/S/ Deborah C. Chapel
Deborah C. Chapel
Date: 8-30-98
/S/ John W. Chapel
John W. Chapel
Date: 8-30-98
/S/ James H. Hughey
James H. Hughey
Date: 8-28-98
/S/ Frances L. Munson
Frances Munson
Date: 8-26-98
/S/ Jane Keas
Jane Keas
Date: 8-28-98
/S/ Darrell Chambers
Darrell Chambers
Date: 8-28-98
/S/ Wanda Dyess
Wanda Dyess
Date: 8-26-98
/S/ Deborah Paschal
Deborah Paschal
Date: 9-3-98
/S/ Verna J. Evans
Verna J. Evans
Date: 8-27-98
/S/ Orville E. Elliott
Orville E. Elliott
Date: 8-28-98
/S/ Gloria F. Ligon
Gloria F. Ligon
Date: 8-28-98
/S/ Martha J. Bellomy
Martha J. Bellomy
Date: 8-27-98
/S/ Billie D. Mcada
Billie D. Mcada
Date: 8-27-98
/S/ Emma F. Schultz
Emma F. Schultz
Date: 8-26-98
/S/ Katina Xeros
Katina Xeros
Date: 8-26-98
/S/ Chris Xeros
Chris Xeros
Date: 8-26-98
Diane Cantelli:
Date:
/S/ Rod Miller
Rod Miller
Date: 8-27-98
/S/ Keith Weathersby
Keith Weathersby
Date: 8-25-98
/S/ James Yamada
James Yamada
Date: 8-25-98
